Page 106 - Martin Marietta - 2023 Proxy Statement

ANNUAL MEETING AND VOTING INFORMATION /

North Carolina law further provides that if the shareholders fail to elect the full authorized number of directors, a board of
directors may fill the vacancy by electing a successor. Accordingly, Martin Marietta’s Articles of Incorporation provide that
if a nominee is not elected by a vote of the majority of the votes cast with respect to that nominee’s election, the Board of
Directors may decrease the number of Directors, fill any vacancy or take other appropriate action.

The ratification of the selection of independent auditors, the advisory vote to approve the compensation of the named
executive officers, and any other proposal presented at the meeting, will be approved if more votes are cast by proxy or in
person in favor of the proposal than are cast against it. With respect to the vote on the frequency of future advisory votes
on executive compensation the period receiving the greatest number of votes (every 1 year, every 2 years or every 3 years)
will be considered the preference selected by the shareholders.

Abstentions and broker non-votes, if any, will not be counted “for” or “against” any of these proposals.

What is required to attend the meeting?
Attendance at the Annual Meeting will be limited to our shareholders as of the record date of March 6, 2023 and their
proxies. If you are a shareholder and plan to attend the Annual Meeting and your shares are held in street name (for
example, if your shares are held through an account maintained by a bank or securities broker), you must present evidence
of your stock ownership as of March 6, 2023 in order to be admitted to the Annual Meeting. You can obtain this evidence
from your bank or brokerage firm. If your shares are held in street name as of March 6, 2023 and you intend to vote your
shares at the Annual Meeting, you must also request a legal proxy appointment from your bank, broker or other nominee
and present that proxy appointment at the Annual Meeting’s registration desk. Whether you are a registered shareholder,
your shares are held in street name, or you are a duly authorized proxy for a shareholder, a government-issued
identification will be required to obtain admittance to the Annual Meeting.

We speak to almost all of our largest shareholders each year and we rarely have any shareholders in attendance at our
shareholders’ meetings. In addition, the proposals to be considered at the 2023 Annual Meeting are routine. For these
reasons, we currently intend to hold the Annual Meeting in person. In the event that alternative arrangements for the Annual
Meeting are required, we intend to promptly advise our shareholders. Please monitor our website, https://
ir.martinmarietta.com/events-presentations, for updated information if you are planning to attend the Annual Meeting. To
assist with logistical planning for the Annual Meeting, we request that shareholders planning on attending the Annual
Meeting notify us by email at corporatesecretary@martinmarietta.com. Providing such notice is not required for attendance at
the Annual Meeting and is requested solely to assist in our planning.

Where can I find voting results for the Annual Meeting?
We will announce preliminary voting results at the conclusion of the meeting and publish final results in a Current Report
on Form 8-K filed with the SEC within four business days after the Annual Meeting.

Where can I find out more information about Martin Marietta?
We maintain a website at www.martinmarietta.com where you can find additional information about Martin Marietta.
Visitors to the website can view and print copies of Martin Marietta’s SEC filings, including periodic and current reports on
Forms 10-K, 10-Q and 8-K, as soon as reasonably practicable after those filings are made with the SEC. Copies of the
charters for each of our Audit Committee, Management Development and Compensation Committee, and Nominating
and Corporate Governance Committee, Corporate Governance Guidelines, as well as our Code of Ethical Business
Conduct are all available through the website. Alternatively, our shareholders and other interested parties may obtain,
without charge, copies of all of these documents by writing to the Corporate Secretary, Martin Marietta, 4123 Parklake
Avenue, Raleigh, NC 27612. Please note that the information contained on Martin Marietta’s website is not incorporated
by reference in, or considered to be a part of, this document.

Who is paying for this Proxy Statement?

The entire cost of preparing, assembling, printing, and mailing the Notice of Meeting, this Proxy Statement, and proxies,
and the cost of soliciting proxies relating to the meeting, if any, has been or will be paid by Martin Marietta. In addition to

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